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National Healthcare Properties Q3 2026 10-Q: Preferreds Redeemed, $0.075 Dividend, No NAV Since $32.15

By Jorge··20 min read

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Quick Answer

National Healthcare Properties, Inc. (Nasdaq: NHP, SEC CIK 1561032, formerly Healthcare Trust, Inc.) filed its 10-Q for the quarter ended September 30, 2026 on November 6, 2026 (accession 0001561032-26-000075). It is no longer a non-traded REIT: it listed on Nasdaq on April 22, 2026 at $12.00 a share, and the filing contains no estimated net asset value per share. The last NAV the company published was $32.15, as of December 31, 2024 (8-K of March 26, 2025). The rest of the checklist, from the same filing: the common stock paid a $0.075 cash dividend on July 30 and another on October 16, 2026; both preferred series are gone (Series A redeemed September 4, Series B October 6, 2026, at $25.00 plus accrued dividends); there is no common share repurchase program in the filing, only the preferred redemptions; scheduled debt principal due before the end of 2027 is $1.1 million, with the next large maturities in August 2029 ($300.0 million term loan) and August 2030 ($305.0 million revolver); and there is no going-concern language. Net income attributable to common stockholders was $17.8 million against a loss of $15.9 million a year earlier, but $38.3 million of the quarter's income is a gain on property sales. Net debt to gross asset value rose from 26.8% to 32.2%. This is analysis of public documents, not investment, legal or tax advice.

Key Takeaways

  • NAV: none. The 10-Q for September 30, 2026 gives no estimated net asset value per share (we searched the filing text for it). The last one, $32.15 as of December 31, 2024, was approved on March 26, 2025. The company then sold 44,275,000 new shares at $12.00 on April 22, 2026, and the last reported sale price on August 6, 2026 was $16.83 (S-3ASR cover). A holder's reference price is now the Nasdaq quote, not a board estimate.
  • Common distributions: cash only. The board declared $0.075 a share on July 1 (paid July 30) and again on October 1, 2026 (record date October 12, paid October 16). Declared in the quarter: $5.5 million. Normalized FFO attributable to common stockholders was $13.6 million in the quarter, about 2.5 times the declared amount (our arithmetic). The filing repeats that the board may reduce or suspend the dividend at any time.
  • Preferred stock: finished. Series A (7.375%, 3,289,061 shares) was redeemed on September 4, 2026 and Series B (7.125%, 2,850,427 shares) on October 6, 2026, each at $25.00 plus accrued dividends: $25.32 and $25.47 a share in total (8-K of August 5, 2026). The company says it saves about $11 million a year in preferred dividends. Holders who tendered in June 2026 at $22.50 received $2.50 less a share, before accrued dividends.
  • Leverage went up, not down, this quarter. Net debt to gross asset value rose from 26.8% at June 30 to 32.2% at September 30, 2026, because cash fell from $245.7 million to $125.1 million while $300 million of senior housing was bought and the $82.2 million Series A was paid. Gross debt is $861.0 million at a weighted 5.21%, average remaining term 4.9 years, liquidity $540.1 million.
  • Debt calendar: only $226 thousand of scheduled principal falls due in the rest of 2026 and $922 thousand in 2027, all mortgage amortization. The Fannie Mae debt that was due November 1, 2026 was prepaid on August 3, 2026. If the loan assumption in the pending outpatient sale closes as described, gross debt would fall by about $219 million, the assumption figure in the earnings release.
  • The portfolio is changing shape. Properties fell from 170 at June 30 to 161 at September 30, 2026: senior housing communities went from 39 to 60 and outpatient medical facilities from 130 to 100. The 100 left are the 56 in the $331 million loan-assumption sale, the 40 in the $531.4 million agreement and 4 under a non-binding letter of intent (our arithmetic). The company says it expects to fully exit outpatient medical, with no assurance.

CSV · 133 rows

National Healthcare Properties: Q3 2026 10-Q, NAV history, dividends, preferred redemptions, debt, liquidity and the outpatient exit

133 rows from the SEC filings behind this page, with the accession number on each. Our own arithmetic is labelled in the source column.

The checklist: what the 10-Q says about each question a holder asks

Readers who found this fund through its non-traded past usually ask the same six things. The table answers each from the filing and says what is not there.

QuestionWhat the filings saySource
Estimated NAV per shareNone in the Q3 10-Q. Last published: $32.15 as of December 31, 2024, approved March 26, 2025. The common stock now has a Nasdaq quote8-K 0001561032-25-000013; 10-Q 0001561032-26-000075
Common distributionsCash, $0.075 a share, paid July 30 and October 16, 2026. No stock dividend since January 202410-Q Note 7 and Note 15; 10-Q for June 30, 2026
Preferred (Series A and B) dividendsBoth series fully redeemed, September 4 and October 6, 2026. No preferred stock is outstanding after October 68-K 0001561032-26-000052; 10-Q Note 7
Share repurchase programNo common stock repurchase program is described in the Q3 10-Q. The only repurchases in 2026 were of preferred stock (June tender at $22.50, then redemption at $25.00)10-Q Part II Item 2
Debt due in the next 12 monthsScheduled principal of $226 thousand for the rest of 2026 and $922 thousand for 2027, all mortgage amortization. Nothing due on the credit facilities before 202910-Q Note 5
Going concern or liquidity languageNo going-concern or substantial-doubt language. The company believes it has sufficient liquidity for at least the next 12 months; liquidity is $540.1 million10-Q Note 5 and MD&A

The premise that this is still a no-price, non-traded REIT is out of date by more than six months. The history of how the company got here, including the 1-for-4 reverse split, the suspended redemption plan and the $12.00 listing, is in our National Healthcare Properties review; this page is about what the quarter that ended September 30, 2026 adds.

Estimated NAV: what exists, what does not

A non-traded REIT's estimated NAV is the number on a customer statement. For this company four numbers now sit side by side, and only one of them is a company valuation.

DateFigureWhat it isSource
December 31, 2024 (approved March 26, 2025)$32.15Last board-approved estimated per-share NAV, selected within a range given by Kroll, LLC8-K 0001561032-25-000013
April 2026$12.00Initial public offering price of the Class A common stock, listed on Nasdaq424B4 0001628280-26-026541
August 6, 2026$16.83Last reported Nasdaq sale price of the Class A common stockS-3ASR 0001140361-26-031843
September 30, 2026$12.58 (our arithmetic)Book equity per share: $918.2 million of stockholders' equity divided by 72,962,264 shares outstanding at October 30. An accounting figure, not a NAV and not a valuation of the properties10-Q 0001561032-26-000075

Two details matter. First, the $32.15 predates the listing and was never replaced; the 10-Q for September 30, 2026 does not mention an estimated NAV at all. Second, the Series B redemption value of $71.3 million was moved out of equity and into liabilities at September 30 because the company had committed to redeem at par, so the book equity above is already net of it (10-Q Note 7).

An original Healthcare Trust shareholder who still holds the shares holds fewer of them than before. In its 10-Q for June 30, 2026 the company says that 765,248 Common OP Units were consolidated into 234,026 units to reflect the stock dividends of October 2020 to January 2024 and the September 2024 reverse split. The ratio, 234,026 divided by 765,248, is 0.3058172 (our arithmetic), which our review applies to a share bought at $25.00. At the $16.83 sale price of August 6, 2026 that is $5.15 per original share (our arithmetic); today's quote will differ.

Common distributions: cash, quarterly, and covered by operations this quarter

The common stock paid no cash dividend from mid-2020 until July 2026, and stock dividends ran from October 2020 to January 2024 (10-Q for June 30, 2026). Since then two $0.075 payments have been made.

ItemJuly 2026 paymentOctober 2026 payment
Declared by the boardJuly 1, 2026October 1, 2026
Record dateJuly 15, 2026October 12, 2026
PaidJuly 30, 2026October 16, 2026
Amount per share$0.075$0.075
FormCashCash
Applies toClass A and legacy commonCommon stock (Class A converted one for one on October 18, 2026)

Coverage, from the filing's own reconciliation (our arithmetic, in thousands of dollars):

Measure, three months ended September 30, 2026AmountAgainst $5,541 declared on common
Net income attributable to common stockholders$17,7783.2 times, but it includes a $38,298 gain on sale
NAREIT FFO attributable to common stockholders$9,2101.7 times
Normalized FFO attributable to common stockholders$13,6472.5 times
Net cash from operating activities, nine months$46,355Dividends paid in the nine months: $5,540 on common and $10,434 on preferred

Normalized FFO per diluted share was $0.19 in the quarter, down 29.6% from a year earlier, and FFO per share fell 43.5%, because the share count more than doubled with the April offering (earnings release, Exhibit 99.1 of the 8-K of November 4, 2026). The dollar amounts above are from the 10-Q reconciliation; the per-share figures are the company's.

The 10-Q is plain about the limit: “The Board may reduce the amount of dividends or distributions paid or suspend dividend or distribution payments at any time and therefore dividend and distribution payments are not assured.” For an original holder, $0.075 on 0.3058172 of a share is $0.0229 a quarter per $25.00 originally invested (our arithmetic).

Preferred stock: both series paid off at par

ItemSeries A (7.375%)Series B (7.125%)
Shares outstanding when the redemption was announced (August 5, 2026)3,289,0612,850,427
Redemption dateSeptember 4, 2026October 6, 2026
Redemption price$25.00 plus accrued dividends$25.00 plus accrued dividends
Total per share announced$25.32$25.47
Aggregate at $25.00 (10-Q)About $82.2 millionAbout $71.3 million
Quarterly dividend declared in Q3 2026 (10-Q)$0.32 a share, $1,061 thousand$0.47 a share, $1,340 thousand
June 2026 tender offer at $22.50556,454 shares accepted566,229 shares accepted

On a 1,000-share Series B position the announced total was $25,470 (our arithmetic); the same shares tendered in June at $22.50 produced $22,500 before accrued dividends. The 10-Q reports that no preferred shares were repurchased under the May 2025 preferred repurchase plan during the quarter, and that both series were fully redeemed in September and October 2026. The earnings release states the saving as about $11 million a year in preferred dividends.

This quarter against the last one

The 10-Q for June 30, 2026 gives the comparison point. The right column is from the 10-Q for September 30, 2026.

MeasureJune 30, 2026September 30, 2026
Revenue from tenants, quarter$87.5 million$103.1 million
Net income (loss) attributable to common stockholders, quarter$(8.1) million$17.8 million
Gain on sale of real estate, quarterNone (no dispositions in the six months)$38.3 million
Normalized FFO attributable to common, quarter$10.9 million$13.6 million
Total assets$1,976.3 million$1,914.8 million
Cash and cash equivalents$245.7 million$125.1 million
Gross debt$856.9 million$861.0 million
Net debt to gross asset value26.8%32.2%
Weighted-average interest rate / remaining term5.76% / 3.6 years5.21% / 4.9 years
Total liquidity$529.3 million$540.1 million
Properties owned (including one land parcel)170161
Senior housing communities / average available units39 / 3,61660 / 4,813
Senior housing occupancy (quarterly average)84.1%84.8%
Outpatient medical facilities / percent leased130 / 93.1%100 / 95.8%

The operating picture improved while the balance-sheet ratio worsened. Our arithmetic on the gap: net debt rose $124.7 million, from $611.2 million to $735.9 million, mostly because cash was spent. The quarter's cash uses included the $82.2 million Series A redemption, and the $71.3 million Series B bill was already booked in accounts payable and accrued expenses at quarter-end, which rose from $44.4 million at December 31, 2025 to $121.1 million.

Debt: what comes due, and what the August 2026 refinancing did

On August 3, 2026 the company replaced its credit agreement with a $1.2 billion facility: a $750 million revolver due August 2030, a $300 million term loan due August 2029 and a $150 million delayed-draw term loan that was undrawn at September 30. The revolver can be extended by two six-month periods and the term loans by one year, according to the 8-K of August 5, 2026. The company also prepaid the Fannie Mae debt that was due November 1, 2026.

YearMortgage notesTerm loanRevolving facilityTotal
Rest of 2026$226 thousandNoneNone$226 thousand
2027$922 thousandNoneNone$922 thousand
2028$951 thousandNoneNone$951 thousand
2029$982 thousand$300,000 thousandNone$300,982 thousand
2030$1,013 thousandNone$305,000 thousand$306,013 thousand
Thereafter$251,883 thousandNoneNone$251,883 thousand
Total$255,977 thousand$300,000 thousand$305,000 thousand$860,977 thousand

For the 12 months from October 1, 2026, the table caps scheduled principal at $1.1 million (the rest of 2026 plus all of 2027: $226 thousand plus $922 thousand, our arithmetic). Liquidity is $540.1 million, made of $415.1 million of undrawn revolver capacity and $125.1 million of cash. The 10-Q states that the company “believes that it has sufficient current liquidity to meet its financial obligations for at least the next 12 months,” and it contains no going-concern language. One covenant the filing names: Secured Term Loan 4 requires at least $12.5 million of cash at all times.

The unsecured facilities carry financial maintenance covenants tested quarterly, including a maximum leverage ratio and a minimum fixed charge coverage ratio (8-K of August 5, 2026); the 10-Q reports no defaults on senior securities (Part II, Item 3: “None”). Net leverage measured against annualized adjusted EBITDA was 5.5 times at September 30, 2026, against 8.8 times a year earlier, according to the earnings release.

The shape of the portfolio is the story of the quarter

The company is selling outpatient medical facilities and buying senior housing, and the filings let a reader count both sides.

TransactionSizeStatus in the 10-Q and the November 4 release
Sale of 86 outpatient facilities (agreement of May 2026)About $528.2 million, including about $278.0 million of debt to be defeased or assumedFirst 30 closed September 10, 2026 (about $79 million net cash, $119.0 million of secured debt repaid). Remaining 56: $331 million, with a $219 million loan assumption, expected Q4 2026, subject to lender approval
Sale of 40 outpatient facilities (agreement of July 15, 2026)About $531.4 million before adjustmentsBuyer's termination rights ended September 25, 2026; closing expected in Q4 2026
Remaining 4 outpatient facilitiesNot statedNon-binding letter of intent
Senior housing purchases, nine months to September 30, 202624 communities, $399.8 million22 of them in Q3 for $300 million, per the release
Senior housing after quarter-end1 community, $25.5 million, October 2026Plus nine communities under definitive agreements for about $240.2 million, with no assurance they close
Senior housing sales1 California community in August 2026 (about $42 million); 1 Michigan community under agreement (about $8.5 million)Michigan sale subject to customary closing conditions

If every outpatient sale closes as described, the portfolio becomes senior housing only; the company says it expects to fully exit the segment and adds that there is no assurance the transactions close. One accounting effect is already visible: the 10-Q shows $4.3 million of straight-line rent written off on the disposition of 30 outpatient facilities, which is part of the gap between FFO and Normalized FFO.

The company raised its 2026 disposition guidance from $570 million to $1.1 billion and its acquisition range from $375-425 million to $425-645 million (earnings release of November 4, 2026). Guidance is a company statement, not a filing figure.

What the filings do not say

  • No new NAV, and no date for one. The 10-Q does not say whether the board will publish an estimated value per share now that the stock trades.
  • No common stock repurchase program. If you held shares from the non-traded period, the 10-Q gives no redemption route other than selling on Nasdaq.
  • No fourth-quarter dividend declaration yet. The board declared on July 1 and October 1; the next declaration date is not in any filing.
  • No price after August 6, 2026 in our sources. Any current yield or discount calculation needs today's quote.

Dates to watch

DateWhatWhy it matters
Fourth quarter 2026Closing of the remaining 56 outpatient facilities ($331 million) and of the 40-facility portfolio ($531.4 million)Would bring in cash and, with the loan assumption, reduce debt; the 10-Q says closings depend on conditions and lender approval
Early January 2027 (the board declared on July 1 and October 1)Possible next dividend declarationNo filing commits the board to a fourth-quarter dividend
February 2027 (the 2025 annual report was filed February 20, 2026)Annual report for 2026First 10-K to show a full year as a listed company
May 2027 (about nine months after August 3, 2026)Delayed-draw term loan availability endsThe $150 million is undrawn; unused commitments terminate automatically

What a reader can do with this

This is analysis of public documents, not investment, legal or tax advice.

  • Use the right reference price. The shares trade, so the market quote is the price; the $32.15 is a December 2024 estimate that predates the listing and does not value a position today.
  • Check your own tax basis for the conversion. The Class A shares converted one for one on October 18, 2026; shares from the non-traded period carry a basis history that includes stock dividends and a reverse split. Your broker's cost-basis report is the document to read.
  • If you held preferred shares, the redemption price was $25.00 plus accrued dividends; check that the cash and the accrued amount arrived on September 4 or October 6, 2026.
  • Weigh the leverage trend honestly. Net debt to gross asset value rose to 32.2% while debt maturities are far away. Both facts are in the filing; neither alone is the picture.
  • Compare with the listing-discount record. How listed prices compare with the last non-traded value across other REITs is in our listing-discount study, and the choice between the two structures is in non-traded vs publicly traded REITs.

If a large share of your portfolio sits in one healthcare REIT that changed form, or you are weighing the tax on selling shares with a long basis history, a second opinion may help.

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When National Healthcare Properties files: what changed, the one number that matters, and the accession number to check it yourself.

All figures are from SEC filings of National Healthcare Properties, Inc. (CIK 1561032) read on November 7, 2026: Form 10-Q for September 30, 2026 (accession 0001561032-26-000075, filed November 6, 2026) and June 30, 2026 (0001561032-26-000055); Forms 8-K of November 4, 2026 (0001561032-26-000071, with the earnings release as Exhibit 99.1), October 22, 2026 (0001561032-26-000068), September 29, 2026 (0001561032-26-000066), September 14, 2026 (0001561032-26-000063), September 10, 2026 (0001561032-26-000058), August 5, 2026 (0001561032-26-000052) and March 26, 2025 (0001561032-25-000013); the prospectus 424B4 (0001628280-26-026541) and the S-3ASR of August 7, 2026 (0001140361-26-031843). The company's last filing at the time of writing was the 10-Q of November 6, 2026. Our arithmetic is labelled in the text and in the data file. This is analysis of public documents, not investment, legal or tax advice.

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